update on m&a 26jan2018 - anima sgr · update on m&a progress ... these slides are being...
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Disclaimer and safe harbour statements
These slides have been prepared by Anima Holding S.p.A. (“Anima”, the “Company” and together with its subsidiaries the “Group”), solely for a presentation toinvestors. These slides are being shown for information purposes and neither this document nor any copy thereof may be reproduced, further distributed to any otherperson or published, in whole or in part, for any purpose. The information contained in this document (“Information”) has been provided by the Company or obtainedfrom publicly available sources and has not been independently verified. None of the Company or any of their respective affiliates, directors, officers, advisers, agentsor employees, nor any other person make any representation or warranty, express or implied, as to, and no reliance should be placed on, the fairness, accuracy,materiality, completeness or correctness of the Information or any opinions contained herein. This presentation may contain financial information and/or operatingdata and/or market information regarding the business, assets and liabilities of the Company and its consolidated subsidiaries and the results of operations andmarkets in which the Company and its consolidated subsidiaries are active. Such financial information may not have been audited, reviewed or verified by anyindependent accounting firm and/or such operating or market information may be based on management estimates or on reports prepared by third parties which havenot been independently verified. It is not the intention of the Company to provide, and you may not rely on these materials as providing, a complete orcomprehensive analysis of the Company’s financial or trading position or prospects. This presentation speaks as of its date and will not be updated. The Informationincluded in this presentation may be subject to updating, completion, revision and amendment and such Information may change materially without notice. No personis under any obligation to update or keep current the Information contained in this presentation and any estimates, opinions and projections expressed relating theretoare subject to change without notice. Neither the Company nor any of their respective affiliates, directors, officers, advisers, agents or employees, nor any other personshall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of these materials or its contents or otherwise arising inconnection with this presentation.This document includes forward‐looking statements which include statements regarding ANIMA’s business strategy, financial condition, results of operations andmarket data, as well as other statements that are not historical facts. By their nature, forward‐looking statements are subject to numerous factors, risks anduncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on theseforward‐looking statements. Except for any ongoing obligation to disclose material information as required by the relevant regulations, ANIMA does not have anyintention or obligation to publicly update or revise any forward‐looking statements after ANIMA distributes this document, whether to reflect any future events orcircumstances or otherwise.Any projections, estimates, forecasts, targets, prospects, returns and/or opinions contained in this presentation involve elements of subjective judgment and analysisand are based upon the best judgment of the Company as of the date of this presentation. No representation or warranty is given as to the achievement orreasonableness of, and no reliance should be placed on, any valuations, forecasts, estimates, opinions and projections contained in this presentation. In all cases,recipients should conduct their own investigation and analysis on the Company and the Information contained in this presentation.Forward‐looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words “believes”,“expects”, “predicts”, “intends”, “projects”, “plans”, “estimates”, “aims”, “foresees”, “anticipates”, “targets”, and similar expressions.A multitude of factors can cause actual events to differ significantly from any anticipated development. Forward‐looking statements contained in this presentationregarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. No one undertakes any obligation toupdate or revise any forward‐looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward‐looking statements, which speak only as of the date of this presentation and are subject to change without notice.This document does not contain or constitute an offer of, or the solicitation of an offer to buy, securities, nor will there be any sale of securities referred to in thisannouncement, in any jurisdiction, including the United States, Australia, Canada, Japan or in any other jurisdiction in which such offer, solicitation or sale is notpermitted or would require the approval of local authorities (the “other Countries”). The securities referred to herein may not be offered or sold in the UnitedStates unless registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or offered in a transaction exempt from, or not subject to, theregistration requirements of the Securities Act. The securities referred to herein have not been and will not be registered under the Securities Act or under theapplicable securities laws of Australia, Canada, Japan or of the other Countries. There will be no public offer of the securities in the United States, Australia,Canada, Japan or in the other Countries and Anima does not intend to register any portion of the offering of securities in the United States. Neither this documentnor any part of it nor the fact of its distribution may form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto.
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Table of contents
1 Update on Poste industrial partnership
2 Update on Aletti Gestielle acquisition
The «New ANIMA»3
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ANIMA and Poste Italiane industrial partnership evolution
January - €1.8bn AuM mandate switch to ANIMA
April – Launch of the first Unit Linked product
November – MoUbetween ANIMA, Poste and CDP aimed at creating a leading asset management Group
April – Poste buys a 10.3% stake in ANIMA from BMPS
July – Signing of a 10-yearcommercial agreement
September – First dedicated mutual fund launched «Evoluzione 3D»
July – Unit Linked with underlying PIR compliant solution
Dec – Renewed partnership with MoU for the contribution of selected BancoPosta Fondi SGR (“BPF”) assets from Poste Italiane
20152015 20162016 20172017
Key strategic
milestones
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ANIMA and Poste Italiane industrial partnership evolution
235 583
2,6043,137
3,555
4,2704,563
4,695
358285704
2,272
151
4,829
191
Jun-16 Dec-17Sep-17
5,278
Jun-17Mar-17
4,921
3,791
3,329
Sep-16
4,555
Dec-16
2,748
144
Mar-16Dec-15
5,533
Mutual funds Unit Linked
Funds 1 6 8 11 11 13 15 17 19
U/L - - 1 1 1 1 2 3 3
Source: ANIMA, data in €m – AuM under advisory by Anima SGR
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MoU for Contribution of Selected BPF Assets - Overview
On December 21st, 2017 ANIMA and Poste signed an MoU to implement the partnership in line with new Poste strategic guidelines
The new partnership agreement will last 15 years
BPF shall contribute to ANIMA delegated portfolio management activities related to Poste Vita “Ramo I” business (AuM of c.€70bn+), including selected personnel and operating assets
The new agreement covers the management of contributed selected “Ramo I” activities, the portion of BPF mutual funds currently managed by ANIMA (AuM of c.€5bn), as well as “Ramo III” products (Unit Linked)
Source: ANIMA Subject to conditions, including but not limited to, regulatory approvals. 2017E P&L impact refers to ANIMA estimates based on preliminary data and subject to change; final figures are subject to approval by competent bodies
AuM by type (2017E)
94%
6%
Selected «Ramo I» Activities
MutualFunds
EBIT c.€13.0m
P&L impact of the acquired activities (€m, 2017E)
~€80bn
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BancoPosta Fondi SGR
MoU for Contribution of Selected BPF Assets
Source: ANIMA Subject to conditions, including but not limited to, regulatory approvals
100% 100%SelectedRam
o I activities
Mutual
funds
Transaction overview
All cash consideration for €120m, to be financed by ANIMA through new debt
At the closing date, Poste shall receive newlyissued shares of ANIMA Sgr and simultaneouslyANIMA Holding shall buy back such shares for the above mentioned consideration
During 1Q18 Poste and ANIMA shall sign the final contracts and carry out the confirmatorydue diligence process
Filing of the transaction with Bank of Italy for regulatory approval expected in 2H18
Final contracts February 2018
Closing Within 4Q18
Expected execution timeline
SelectedRam
o I activities
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Table of contents
2 Update on Aletti Gestielle acquisition
1 Update on Poste industrial partnership
The «New ANIMA»3
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Aletti Gestielle strategic rationale
Long term strategic partnership (up to 2037) which makes Anima the leading provider in the asset management space for the third largest banking Group in Italy
Diversification of the existing distribution channels, through the addition of significant distribution potential in the retail segment and potentially also in the institutional segment
Significant increase in size with more than €94bn AuM* and c.8% market share* in the mutual funds segment, resulting in additional economies of scale for the combined platform
Improved investment management capabilities thanks to Gestielle’s strong track record in flexible and multi-asset strategy
EPS accretive transaction for Anima shareholders
Potential upside driven by cost synergies
Source: ANIMA *Proforma AuM and market share estimate based on Assogestioni figures as of 2017 year‐end
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Aletti Gestielle transaction - overview
Keytransaction
terms
On November 9th, 2017 ANIMA and Banco BPM signed the final contracts for the Aletti Gestielle acquisition:
• Share Purchase Agreement («SPA»)• New 20 year Partnership Agreement («NPA»)• Commercial Agreement («CA»)
All cash consideration of €700m, excluding excess capital and 2017 net profit to be paid to Banco BPM
Financing
Acquisition financing to include up to €300m rights issue and new term loan up to €550m*
Rights issue expected to be completed by 1H 2018; bridge-to-equity facility provided by a pool of banks upon closing of the acquisition
Anima Holding paid back in advance the existing financing (€180m maturing on June 30, 2019) with its own funds
Insuranceactivities
ANIMA and Banco BPM are discussing the transfer of the delegated portfolio management activities in the insurance business for an indicative value of additional €150m
Source: ANIMA Subject to conditions, including but not limited to, regulatory approvals * Subject to confirmation in light of the potential transfer of the delegated portfolio management activities
Expected timeline
2018: Gradual operational integration of Aletti Gestielle in ANIMA
Q1 2018: Possible transfer of delegated portfolio activities(closing in H2)
H1 2018: Expected completionof rights issue
H2 2018: Merger of Aletti Gestielle into ANIMA SGR
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Cost synergy potential identified
Outsourcing
Personnel
Other Expenses
• Savings associated with the internalisation of functions outsourced to Banco BPM by Aletti Gestielle
• Integration of Aletti Gestielle employees within ANIMA maximising skills within the combined entity
• Reduction of expenses in overlapping functions mainly through the absorption of recurring turnover
• Transfer of Aletti Gestielle employees to ANIMA premises
• Integration of IT systems and efficiencies in procurement
• Elimination of several legal / operating structures through the merger of Aletti Gestielle and ANIMA
Aletti Gestielle - Integration phase
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Table of contents
3 The «New ANIMA»
1 Update on Poste industrial partnership
Update on Aletti Gestielle acquisition2
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20112009 2010 2012 2013 2014 20182015 2016 2017
BancoPosta Fondi Sgr agreement
Newpartnership
A journey as consolidator of AM industry
IPO
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ANIMA today
Source: ANIMA elaboration on Assogestioni “Mappa Mensile del Risparmio Gestito” 12/2017
Top 20 AMs in Italy– AuM as of December 2017 (€bn)
Mkt Share (%) 23.2% 19.2% 9.8% 4.5% 4.0% 3.7% 2.8% 2.4% 2.4% 2.0% 1.9% 1.7% 1.6% 1.6% 1.3% 1.2% 1.1% 1.1% 1.1% 1.0% 12.6%
o/w Funds (%) 8.1% 19.9% 12.0% 8.0% 0.2% 6.6% 3.1% 0.9% 4.6% 3.3% 0.8% 1.9% 3.3% 2.8% 2.7% 2.0% 2.3% 0.8% 2.2% 2.0% 12.5%
Oth
er
263.6
Schr
oder
s
20.5
Fide
lity
22.0
Cred
em
22.7
Pict
et
23.8
Deu
tsch
e B.
24.6
Inve
sco
27.1
Arca
32.3
JP M
orga
n
33.9
BNP
Pari
bas
34.7
Axa
39.8
Azim
ut
42.0
Med
iola
num
49.1Al
lianz
49.2U
bi B
anca
59.0
Blac
kroc
k
78.1
Post
e
82.4
Ani
ma
94.3
Amun
di
204.3
Inte
sa S
P
399.4
Gen
eral
i
482.8
Of which 29 players with less than €10bn AuM
Individual Accounts Open-End Funds
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Enhanced competitive positioning
Key ANIMA strenghts
Leadership position as independent asset management player in Italy
Distinctive distribution capabilities in the retail space with “preferential” access to >3,000 branches
Partnership with Poste Italiane (c.13,000 post offices and branches)
High quality service model with the provision of highly customized products
Strong capabilities in the development of investment solutions for institutional clients
Strong track record of generating investment solutions in mutual funds and GPM/GPF
Reference player in the mutual fund market in Italy
Adding C. €95bn AuM
Adding access c.1,600 branches
Extending term and scope of the partnership
Access broader platform to generate value
New set of investment capabilities
Added c.4% market share
Scale to compete potentially also at European level
“Preferential access” to underpenetrated distribution channels
Further diversification of business mix
Significant scale in the institutional segment
Enhancement from Aletti Gestielle/Poste New differentiating factors
Source: ANIMA – Assogestioni for AuM and market share (2017 year‐end) – Poste and Banco Popolare branches based on 2016FS
Anima Holding spa
Corso Garibaldi, 99
I – 20121 Milano
www.animaholding.it
Investor Relations
Fabrizio Armone
Tel. +39.02.63536.226